LD 1609
pg. 119
Page 118 of 148 An Act To Establish the Uniform Partnership Act Page 120 of 148
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LR 1469
Item 1

 
creditors. See Section 404(f) and Comment 6. In effect, that
abolishes the priority rules in UPA Section 40(b) and (c) which
subordinate the payment of inside debt to outside debt. Both RULPA
and the RMBCA do likewise. See RULPA § 804; RMBCA §§ 6.40(f),
14.05(a). Ultimately, however, a partner whose "debt" has been
repaid by the partnership is personally liable, as a partner, for
any outside debt remaining unsatisfied, unlike a limited partner or
corporate shareholder. Accordingly, the obligation to contribute
sufficient funds to satisfy the claims of outside creditors may
result in the equitable subordination of inside debt when
partnership assets are insufficient to satisfy all obligations to
non-partners.

 
RUPA in effect abolishes the "dual priority" or "jingle" rule
of UPA Section 40(h) and (i). Those sections gave partnership
creditors priority as to partnership property and separate
creditors priority as to separate property. The jingle rule has
already been preempted by the Bankruptcy Code, at least as to
Chapter 7 partnership liquidation proceedings. Under Section
723(c) of the Bankruptcy Code, and under RUPA, partnership
creditors share pro rata with the partners' individual creditors
in the assets of the partners' estates.

 
3. Subsection (b) provides that each partner is entitled to a
settlement of all partnership accounts upon winding up. It also
establishes the default rules for closing out the partners'
accounts. First, the profits and losses resulting from the
liquidation of the partnership assets must be credited or charged
to the partners' accounts, according to their respective shares
of profits and losses. Then, the partnership must make a final
liquidating distribution to those partners with a positive
account balance. That distribution should be in the amount of
the excess of credits over the charges in the account. Any
partner with a negative account balance must contribute to the
partnership an amount equal to the excess of charges over the
credits in the account provided the excess relates to an
obligation for which the partner is personally liable under
Section 306. The partners may, however, agree that a negative
account does not reflect a debt to the partnership and need not
be repaid in settling the partners' accounts.

 
Section 807(b) makes clear that a partner's contribution
obligation to a partnership in dissolution only considers the
partner's share of obligations for which the partner was
personally liable under Section 306 ("unshielded obligations").
See Comments to Section 401(b) (partner contribution obligation
to an operating partnership). Properly determined under this
Section, the total required partner contributions will be
sufficient to satisfy the partnership's total unshielded
obligations. In special
circumstances where a partnership has


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